On February 22, 2021, the National Department of Business Registration and Integration (“DREI”) published, in the Official Gazette of the Union, Normative Instruction DREI/SGD/ME No. 82, of February 19, 2021 (“DREI IN No. 82/2021” or “new DREI IN”), which consolidates the general rules and guidelines about the procedures for the authentication of companies’ accounting instruments and commercial auxiliary agents, foreseen in articles 32, item III, and 39, item I, of Law No. 8.934/94, in addition to bringing changes to said procedures.

Among the most significant changes, one can mention the end of the authentication of physical books and the adoption of an exclusively digital method by the Boards of Trade, which must adapt their systems to no longer receive new paper books or their data for authentication, including corporate books and the books of auxiliary agents. Previously authenticated paper books, however, will remain in use until they are completed.

Another relevant change is the possibility of automatic authentication of the instrument of opening and cancellation term of the relevant book, upon the presentation, by the interested party, of a statement of responsibility for compliance with legal formalities, along with a receipt of the payment form.

The new DREI IN revokes the previous rules that regulated the subject, namely Normative Instructions 11/2013, 69/2019, and 75/2020.

Finally, it is important to mention that DREI IN No. 82/2021 will come into force 120 (one hundred and twenty) days after its publication date.

Our Corporate and M&A team is at your disposal for further clarifications.